Captain America
by VenomBat22
Summary: When wimp Steven Rogers takes the Super Soldier Serum, he transforms into Captain America and must fight H.Y.D.R.A. and Red Skull! Fourth in my Avengers story
1. Chapter 1 - Bar Fight

Chapter 1: Bar Fight

Before Bruce Banner became the Hulk, before Tony Stark was kidnapped, before the Norse God Thor was exiled, Earth had only one hero: Steven Rogers. He was not like others. Steven was a wimp, someone who nobody noticed. Not until one faithful day when an experiment turned him into the ultimate soldier: Captain America. His story begins in Chicago, Illinois, 1942.

The war was getting heavy. The battle at Pearl Harbor had ended, and they were still looking for recruits. In a bar in downtown Chicago, a short, pathetic man was drinking his way into depression after failing to get into the army after a fourth time and his girlfriend, Laura, had just left him. She explained that he was pathetic, insecure, and not worth anything.

Beside him was a taller soldier who was very handsome. He wore a military outfit with many medals and honors. This man was drinking tiny shots of beer, while Steven was sulking with a heavy bottle of beer. He patted Steven on the back, as if cheering him up.

"I'm sure it'll be okay Steve. There another woman out there waiting for you!"

"Thanks Bucky, but I doubt any woman would ever wanna be with me. I mean, look at me!"

"True, you're kinda scrawny, but you have a good heart."

"Gee, thanks!" he said sarcastically.

"Anyway, you think you should quit trying to get into the military?"

"Never. I will never stop."

"Why? People are risking their lives over there. Even dying for our freedom, our glorious country. I don't want my best friend dying in my arms."

"I'm tougher than I look Bucky. I can kill Nazi's faster then you can sneeze."

"That cockiness will get you killed over there. Pearl Harbor wasn't a joke Steve! Americans died for it!"

"I'm different. I can survive over there."

"God, you're impossible."

Bucky looked over to a table and saw a red headed woman sitting with her arms around a man, who resembled a boxer. Bucky almost choke don his drink and quickly got Steve's attention.

"What's wrong Buck?" asked Steve.

"Laura is here."

"What?!" he quickly turned and saw the two together, kissing. Something in Steve burst open and he became furious. "She dumps me earlier today and she is with a boxer?! What a slut!"

"Take it easy Steve. It's over. Plus, you wouldn't stand a chance against him."

"Watch me."

Before Bucky could say more, Steve drank the last of his beer and walked over to the table. When he approached, Laura looked up and made a grossed out face. Her man friend looked at her and looked confused. Bucky soon stood behind Steve, preparing for the worst.

"What the hell do you want Steve?" she asked.

"I..." he was way too drunk. "I want you back Laura. And you know it too."

"Like hell! You are pathetic Steve! I left you after two years of hell mainly because you wouldn't pull your own weight. I'm with a MAN now and I'm happier then I ever have been."

"It's okay little man." said the boxer.

"Stay outta this, ya loser." said Steve. The boxer got up and stood before him, looking angry.

"Say that again, little man."

"You're a cocky little girl." he said.

The boxer punched him square in the face. He bounced back, with Bucky catching him. Bucky warned Steve not to continue, but Steve didn't listen. He went back, swinging like mad. The boxer moved out of the way and punched Steve in the stomach, making Steve kneel to the ground, his hands covering his stomach.

The crowd around them began to vanish, disappointed that it was a lame fight. Laura looked down at him as the two left and she shook her head in disappointment. She kicked Steve in his side before she left. Bucky helped him up, but Steve shrugged him off and stormed outside.


	2. Chapter 2 - Anger Point

Chapter 2: Anger Point

Bucky followed Steve out of the bar and into an alley. Steve wiped the blood from his nose and kicked a garbage can very hard, toppling it over. Bucky stared at Steve, not wanting to get in the way. Steve kicked a wall, even punching it.

"Buck, what's wrong with me? How have I gone down this low?"

"You're not low Steve. You're just... unlucky."

"Luck has nothing to do with it Bucky! Laura left me because I was a wreck! And now I am lonely!"

"True, you don't have a special someone, but trust me Steve; if you go into the Army, you might not have a chance to find love again!"

"I'll take that risk."

"What if you end up stalking Laura and she gets the cops after you? Won't be funny then!"

"Oh well."

"God, your impossible! Anyway, let's get going. Howard Stark is making a Weapons promo in the Square tonight. Don't wanna miss it!"

As they walked around town, Steve couldn't help, but feel angry every step of the way. His girlfriend had just broken up with him, mainly because she thought he was a nobody. He knew that she was happier, but he wanted nothing more than to win her back. In reality, Steve knew that was impossible.

Arriving in the Square, they stumbled into a massive crown, who were standing before a stage with a newly designed weapons. On the stage were Howard Stark, a young man in this twenties and Jeremiah Stane, the soon to be father of Obadiah Stane. Stark went to the microphone and cleared his throat.

"Welcome everyone! I am Howard Stark and I welcome you to my convention. In it, we will see the amazing new weapons that the U.S. Army may wanna use in the fight against the Nazi's. Trust me when I say, the Germans may not wanna leave Hitlers side for a second when these weapons fire on them."

The crowd cheered and whistled at him. Howard Stark bowed and left the stage, leaving the weapons demos in the hands of Obadiah. Steve left Bucky's side and explored. He began remembering stories about brave soldiers over in Normandy like Dum Dum Dugan and Logan, who earned the reputation of The Wolverine. He wanted to serve with them and prove his worth.

He walked around before tumbling upon another recruitment tent. He entered and found an older man in there, apparently waiting for someone. He looked German, but had a pinch of American to him. He wore spectacles, had a short beard and mustache.

"Hello there." he said.

"Hi. Who are you?" asked Steve.

"Dr. Abraham Erskine. German scientist working with the U.S. Government. Please to make your acquaintance... Steven Rogers.

"How?!"

"How do I know your name?" he grabbed a sheet of paper. "Or maybe you would rather be called Ben Richards? Henry Parker? This are notable alias', but I believe your real name is Steven. Am I correct?"

"Yes,"

"I thought so. So, you want to go to Germany and kill Nazi's, am I right?"

"Yeah. I wanna serve my country. Protect my people from the likes of Hitler."

"So, you want to basically beat up the bully?"

"Yeah,"

"Good answer. I may have found the perfect subject for our secret weapon."

"Secret Weapon?"

"You will be part of the Super Soldier Program."


	3. Chapter 3 - HYDRA

Chapter 3: H.Y.D.R.A.

Over in Germany, at a disclosed location, a tall dark haired man in a German uniform sat at his desk. His hair was black and slicked back. He looked threatening like a tyrant. Entering the room was a figure wearing a long yellow cloak, hood up. It stopped in front of his desk and removed the hood. It was a woman with long green hair and an evil look upon her face.

"Why are you here Madam Hydra?" asked the man, not looking up from his papers.

"My resources inform me that the serum is going to be used soon." he lifted his head.

"Are you positive?"

"Yes, my liege."

"If so, we must send one of our own to steal it."

"_Herr_ Schmidt, what if it proves to be a failure before they use it?"

"Then we shall infiltrate their labs when they do use it. Afterward, one of our spies will steal it and we can use it to make Super Soldiers."

"Who shall we send?"

"Send in Tumbler. Is his procedure complete?"

"_Doch._ He is an impressive servant of H.Y.D.R.A."

"Send him then. What has become of the Genetics program?"

"All but a failure my liege. Our projects to fuse human and animal is going good."

"What's your next project?"

"To fuse our next subject with rat DNA."

"Name the creation Vermin. It's only fitting."

"Of course, _Herr_ Schmidt. It will be done." as she left, he address her.

"And tell Tumbler to not fail me. _Herr_ Hitler hates failure as much as I do."

"_Doch,"_

When she left, Schmidt got up from his seat and walked to the window, scratching his head. A knock was heard and a small man with glasses walked in and stood in front of the desk. He was dressed like a scientist despite his small size.

"What is it _Herr_ Doctor?" asked Schmidt

"I came to check up on your... condition."

"Ah yes. It is that time of month again is it not? Try not to dent it this time."

"I shall try _Herr_ Schmidt."

Days later, Steve wanted to trust Dr. Erskine, but he wasn't sure. He didn't go into detail about the 'Super Soldier', but he didn't hold it against him. Once he was fully dressed, he left his apartment and proceeded downstairs. Walking out of the building, he was surprised when he saw a curly haired woman in military ware standing in front of a black car.

"Mr. Rogers?" she asked.

"Uh... yes?"

"I am Peggy, adviser to Dr. Erskine and General Patton. Step into the car. They are expecting you."

He got into the car hesitantly and Peggy followed. In minutes, the car was driving through downtown New York. Steve looked out the window, avoiding Peggy's eyes. She knew he was avoiding her, so she started the conversation.

"Mr. Rogers, why do you think Dr. Abraham is interested in you for the Super Soldier?"

"No idea. Maybe he wants a mouse to experiment on."

"If you think that, why are you doing it?"

"Something inside me trusts him. Do you?"

"Trust him? Of course I do. He helped my father with science experiments. Plus, if anything goes wrong, Mr. Stark will help."

"Stark? Howard Stark?"

"Yes. You know him?"

"I saw his weapons demo a few days ago with my friend."

"Interesting. Why won't you look at me Mr. Rogers?"

"I'm not that good with girls. Not since my ex broke up with me."

"Sorry to hear that. Well, I won't be mean to you, unless you give me a reason to." he turned and looked at her.

"You have real pretty eyes Ms. Peggy."

"Just call me Peggy. And don't get any idea's. This is strictly business. You may never see me again after this."

"If you say so... Peggy."

"Oh look! We're here!"


	4. Chapter 4 - Super Soldier

Chapter 4: Super Soldier

They stopped in front of an old antique shop that looked like it had been through hell. Shutters were worn out, the roof looked like it was about to collapse, and the owner looked like he had lived through the Stone Age. Event he steps into the shop were old and crippled.

They got out and proceeded into the shop. The inside was much nicer than outside, but still looked old. Old clocks, tables, and other old fashioned items laid on shelves, ready to be bought. The owner stood behind the counter and saw Peggy and Steve walk in. She went to the desk and eyed him carefully.

"What do ya want lady?"

"Peggy of S.H.I.E.L.D. The wind is part of the willow."

"Heh," he chuckled. "Pass code accepted."

He pressed a button from under his counter and a hidden door opened in the back. She smiled and Steve and they walked inside, him closing the door behind them. The walls were clear metal and the floors were made from the finest glass. Through the halls, scientists and engineers eyed Steve. He wondered if this was such a good idea.

The final door they went through revealed a massive room. Military generals, top scientists, and a few government representatives were talking to Howard Stark and Dr. Erskine averted their gaze to Steve and Peggy, who wasn't surprised. The generals left them and proceeded to an isolated box above the room.

"Follow me Mr. Rogers."

"Just call me Steve." she smiled. Downstairs, Steve shook Erskine's hand.

"Glad that you could make it Steven." his hand extended to Howard Stark. "This is the magical Howard Stark."

"Greeting Mr. Rogers. " he took Steve's hand. "Nervous?"

"Nervous? Why would I be nervous? It's just a shot right?"

"If only you knew, my friend."

In mere minutes, Steve was instructed to removed his shirt and shoes. The staff brought in a capsule like machine. They hooked it up to the control panel and waited for Mr. Stark's word. It opened and Steve stepped inside. As Erskine hooked him up, he had an idea.

"Would you like anything before we begin?"

"Is it too late to use the bathroom?" Erskine laughed. Once Steve was hooked up, the door closed. Erskine and Stark commanded the controls and began informing the Generals.

"Government officials, Generals of the U.S. Military, and guests. Today is the beginning of the future for our brave soldiers. We are going to insert our Super Soldier serum into young Steven Rogers and see what happens. If we are right, he will be stronger, faster, and better than his former self. Let us begin. Mr. Stark, power it up!"

Stark used a control and began moving it up by ten every few seconds. Needles inserted into Steve's skin and injected the serum. He yelled in pain, but he withstood it. Peggy stood with the Generals, fearing for his life. Erskine gazed as Steve's painful face began calming. Stark increased the volume. It was at 50% after a minute.

Above in the room, a suspicious looking man in a trench coat looked down, gazing at the wondrous work it was doing. A bright light shined from inside the capsule, nearly blinding Erskine and Stark. The machine was at 90% before Steve screamed. Erskine wanted to end it, but Steve pleaded to let it continue.

Soon, the light dimmed and the control was at full 100%. It finished without incident and they were happy. The capsule door opened and Steve emerged, his muscles much larger and actually being taller. Peggy rushed downstairs and stopped in front of Steve.

"How do you feel Steven?" she asked.

"Taller," he said exhausted. "And much stronger."


	5. Chapter 5 - Chasing Tumbler

Chapter 5: Chasing Tumbler

The generals were all amazed by Steve's transformation. Dr. Erskine helped Steve to a chair where he rested. As the generals came down, the suspicious figure placed a hand into his pocket. Everyone gathered around Steve, still amazed by what had been created. Mr. Stark patted Steve on his sweaty shoulder and congratulated him.

"This could change the entire war, son." he said.

"But I'm not a soldier."

"You are now boy." said a General. Steve stood up and saluted him.

"General Patton sir."

"At ease." Steve sat back down. "From this experience, you are now a soldier. I hereby promote you to Captain."

"Thank you sir. Doc, did you hear that?"

"Indeed Steven." The figure came over by the doctor, who had the serum in his hand.

"Dr. Erskine," he leaned close to his ear. "I have a message from my superiors."

"What is i-" he was interrupted by the long knife entering his stomach.

"The serum is rightfully ours!" he said.

The Generals all grabbed their guns and started firing at him, but were blinded by him throwing his cloak toward them. Steve kneeled to Erskine and held his head toward his. The figure grabbed the serum and ran at high speeds to the exit. Steve looked around, crying. Peggy gave him a worrisome look and she cared for him.

"Steve, I'll take care of Erskine. Get that assassin and steal back the serum! If the Germans get it, they'll be unstoppable!"

"Right," he said determined.

He jumped high onto the ledge and proceeded out of the store, looking all around for the assassin. The streets were crowded with people and it seemed impossible to find him. In a quick turn, he saw a man in an acrobatic costume proceeding past Times Square. As Steve ran, he could feel his muscles working faster than usual, making him go even faster. Dodging cars and people, he managed to divert the man into an alley, where he gave up the chase. The man quickly turned and grew angry.

"What is with you dude?! No one can beat Tumbler!"

"I may not outrun you, but I can beat you in a fair fight!"

"We'll see!" he attached the serum to his belt and jumped toward Steve, spinning as he jumped.

"Whoa!" shrieked Steve.

Tumbler blazed Steve with fast footwork and landed a quick punch, which actually made him bleed. As another shot hit him, Steve back off and grabbed a trash can lid and used it to block. As they exchanged hits, Steve threw his 'shield' at Tumbler, who staggered back from dodging it.

Steve took this chance and began wailing on Tumbler, eventually kicking him so hard he fell to the brick wall behind him. Steve walked to the downed assassin and took him by the scruff of his neck. He pinned him to the wall and shook him.

"Why did you steal the serum?"

"Screw you American scum!"

"WHY?!"

"My superiors demand it!"

"Who do you work for?!" Tumbler bit down on a pill.

"You will never defeat them, you fool!"

"WHO?!"

"HYDRA! Hail HYDRA!"

His mouth began foaming. White bubbles emerged from his mouth and he began choking. He fell to the floor, dead. Steve looked down at his corpse and saw that Tumbler had crushed the vial before he died. He felt depressed that he couldn't preserve the serum and he walked away, wondering who HYDRA was.


	6. Chapter 6 - Meeting General Patton

Chapter 6: Meeting General Patton

Days passed since the fight with Tumbler. Erskine was buried back in his home country. Steven had been depressed that his friend had been killed because of his 'Super Soldier' serum. Peggy comforted him a few times, but it didn't help. He had been the only result of the serum and he couldn't go anyone for comfort. Not Stark, not Peggy, not even Patton.

Early Tuesday, Peggy knocked on his apartment door. Letting her in, he sat back on his bed and remained silent. Peggy handed him a folder that read: _Top Secret. _Opening it, it held detailed information about what was going to be planned.

"What's this?"

"I am not at liberty to discuss that right now. The General wants to meet you."

"Do I have a choice?"

"Not really. Let's go Captain."

An hour later, Steve and Peggy were inside a tent that house a war table, surrounded by high ranking soldiers, Patton included. He was tall, decked out in badges and medals. His dark brown hair was neat and clean and he had a vulgar expression upon his face.

"Agent Carter. Captain Rogers. Please join us."

"Thank you sir." said Steven. Once around the table, Patton looked to Steve.

"We have information that might be helpful to you."

"About Hydra?"

"Yes. When Hitler first came to power, a man named Johann Schmidt was appointed as one of his Special Forces team. Resulting in that, he created HYDRA, a group of soldiers that were ordered to do anything Schmidt told them. They often experimented with their own chemicals and substances. Tumbler was a result of a muscle serum, increasing his speed, flexibility, and agility. It was a miracle you beat him the way you did, but he's dead and can't provide any new info for us."

"Sorry General. I had to stop him from killing me!"

"Steven!" shouted Peggy.

"It's fine Agent Carter. Now, we believe that the HYDRA base it located deep within Germany, maybe near Berlin. The fabric of his costume can only be found somewhere in Germany. Although, we are not 100% sure of where it is."

"General, permission to speak mind?" asked Steve.

"Granted,"

"If you think hard about it, the base wouldn't be in the open. It would have to be in an isolated area, maybe the woods or underground. Any signs of German soldiers disappearing anywhere in Germany?"

"Actually yes. A group of our spies saw many Nazi's going into the forest north of Berlin and never coming back."

"But the question is, what are they doing there?"

"Our resources believe that HYDRA manufactures weapons for Hitler, but I have a feeling there is more at work there. In any respects, Schmidt forked over leadership to his second in command as soon as he founded HYDRA."

"Who would that be?"

"She calls herself Madam Hydra. She is older, but is vicious in battle."

"I can take her General. I took care of Mr. Jumpy, so how bad could she be?"

"I agree Rogers, but you'll have to wear a costume to avoid anyone knowing who you are."

"I agree. Can I make a request?"

"Of course."

"Make it a costume with the red, white, blue, something idolizing America."

"Good. Anything else?"

"Make a shield for me. Something creative."

"Will do."


	7. Chapter 7 - Captain America

Chapter 7: Captain America

A few days passed since Steven's request and they didn't disappoint. Waking up, he saw Agent Carter and Howard Stark sitting on some lone chairs in his room. Stark got up and walked to Steve's bedside. Peggy kept reading her book while Stark helped him with morning routines.

"What the freak Stark?!" yelled Steven.

"We have a big day ahead of us Steven. Your costume and shield are all done and we need to test them out."

"Really? The suit have any special features?"

"All you need to know is that it is red, white, and blue."

"Doesn't sound so special."

"Well, tough."

"If you two are finished," spoke Peggy. "Can we get going?"

Within minutes, Steve was all dressed and ready to set out. Along the way, he kept thinking that the Super Soldier serum was a way for America to get far in the war, maybe make them more powerful than the Germans. Howard Stark informed Steven that after they tested out his suit and shield, that they were to report to Patton for a special mission.

"What kind of mission?"

"No idea." said Peggy. "I believe its about H.Y.D.R.A."

"And can I ask you something Agent Carter?"

"Yes and you can call me Peggy. No need for formalities."

"Why are called an 'Agent'? Are you part of a special organization? A spy?"

"I work for the military, but also a secret party. I'll tell you more when you are ready."

"Oh... bummer."

Soon enough, they had arrived at the labs where the suit and shield were ready. Hanging on the wall was the red, white, and blue suit Stark had told Steven about. Little feather like imprints on the side of the cowl. A silver star rested on his chest. A belt filled with pockets, possibly for easy access to supplies. On the forehead of the cowl was a silver A, glistening off the light above. The whole suit was blue with some parts being red and white. Steven approached it and felt the fabric, feeling the A on the forehead.

"An A? What's it stand for?"

"It's your suit." said Stark. "You decide. Plus, you mentioned something American, so... yeah."

"America..." Steve said to himself. "Captain America."

"Okay, let's try it on, shall we?" asked Peggy.

Within minutes, Steve came out dressed in the Captain America costume. He examined himself and smiled. The suit fit very well and it was comfy. Stark and Peggy examined it as well and thought he looked nice in it. Upon finishing the examination, Stark walked away and picked up the massive shield that sat on a table. Walking back, he handed it back to Steven, who equipped it quickly. The shield itself had a star in the middle and consisted of two outer rings and the middle. The two rings were red and white while the center where the star was, was blue.

"Impressive. The shield do anything special."

"I'm glad you brought it up." said Stark. "You're shield is a first for me. The material is Vibranium."

"Vi what?"

"Vibranium. A most recent discovery. If anything vibrates off of it, it causes... a shockwave if you will. Can be disastrous."

"I shall keep that in mind."

"So, do you like your suit and shield?" asked Peggy.

"I love it! Ready to kick some butt!" laughed Steven.

"Easy tiger. First we gotta report to Patton and I think he'll be pleased by what has happened."

At the base, soldiers laughed as Peggy and Steven walked to Patton's tent. One guys face was so red, he had to calm down to prevent death from lack of air. Steven himself blushed, but Peggy just held his hand to calm him down. Smiling back, he eased and looked proper for General Patton. Inside the tent, Patton was overlooking some maps of the area.

"Rogers! Carter! Glad you could be here." his eyes looked up and down Steven's suit. "Isn't the suit kinda... goofy?"

"Best they could come up with." said Steven.

"Whatever. Now, gather round you two."

"So, what is the situation General?"

"Well, we have located one of HYDRA's minor bases, but it must be dealt with."

"How minor?"

"Just so happens that it is their chemical base where they experiment on poor saps like Tumbler."

"Should I expect to see evil mutated monsters?"

"I highly doubt that son, but you aren't going in on this alone. We are having a platoon of ten soldiers come with you and they are under your order."

"Yes sir!" shouted Steven as he saluted.

"Agent Carter, you are going along and when they are finished, contact Strategic Homeland and they will investigate and confiscate anything of value."

"Sir!" saluted Peggy.

At that moment, the tent door swayed open and a scruffy older man in his fifties walked in. His beard was messy, mustache was bushy, and he wore a brown uniform. Patton saluted the man as did the man to Patton.

"Patton you ol' dog!"

"Dugan! Glad of you to come." Steven was confused.

"Dum Dum Dugan." whispered Peggy. "One of the best soldiers we have and Patton's best friend."

"That's right kid!" shouted Dugan as he patted Steven on the back. "Now, I personally don't get the costumed thing, but to each is own. Careful out there boy. War is no playground."

"I'll be careful sir." said Steven.

"Ah! Call me Dugan! I'm a friend to everyone."

Steven nodded and left the tent with Peggy. As they crossed the muddy grounds, they came upon a vehicle fit to contain ten soldiers. Steven asked the driver and it was confirmed that it was his ride. As he prepared to get on, he got a better idea. Holding out his hand, he helped Peggy into the vehicle, making them both blush.

Inside the vehicle ten soldiers sat and occupied themselves. Steven sat by Peggy at the back of the small space and the vehicle started up. It began to drive away and they all sat in silence. It was an hour before he was informed they were close. At that point, Steven addressed his men.

"Okay, we are almost there boys." they ignored him. He cleared his throat. "Now, I know I may look ridiculous in this get up, but its something I have to do. You may not respect me, but I respect you all. You risk your lives to protect America and I admire you for it. I hope to do the same while I'm over here." Some of the soldiers looked up and stared, interested in what he had to say.

"And if you die here today, you die heroes. Worthy of the Medal of Honor. If I could, I'd recommend it for each one of you. Now, load your weapons, check your magazines, and prepare to take a H.Y.D.R.A base! Who's with me?" he shouted.

All the men shouted and did as they were told. Peggy placed a hand on his shoulder and smiled happily. When the vehicle stopped, the men began to get out with weapons in hand. For Captain America, it was time to kick Kraut ass.

*I hope you liked the fact that I mentioned SHIELD in this chapter. In this universe, SHIELD is formed during World War II and Peggy was one of the first Agents, besides Nick Fury's father. Hope you can spot more cameo's, references, and all things MARVEL!


	8. Chapter 8 - The Enemy Base

Chapter 8: The Enemy Base

Steven, Peggy, and the ten soldiers were all crouched in the bushes, watching a guard pace back and forth. He looked around and saw some tree's, useless for a sniper. The lone tree's would expose him easily. Looking to Peggy for ideas, she shrugged her shoulders and gave a sorry look. The building itself was about five stories, as long as a football field and a German helicopter was situated on top, possibly meaning that someone important was in there. Steven then saw the guard went to a corner of the building and began to pee.

"Which one of you is the best sniper?" he whispered.

"I am sir!" whispered a young soldier. "Name's Parker."

"Okay Private Parker, can you shoot the guard and kill him?"

"Will do sir. Will do with a rubber shoe!"

He leaned out of the bushed and aimed his rifle at the unsuspecting guard and concentrated. Getting a good shot, he pulled the trigger softly and the bullet shot out, hitting the guard in the head. Moving back into the bush, Steven patted his back and had the men advance forward with him at the lead. When they approached the door to the building, Parker check the guard and noticed the bulled hole going through his head.

"The Kraut is dead guys!" he whispered.

"No duh!" said another soldier.

"Quiet!" said Steven. "I hear someone coming. Get back!"

They all did as he said and remained motionless, not making any sudden movements. Indeed they could hear someone coming. The only thing he said was in German and they didn't understand the language. As he stepped out of the doorway, Steven hit him in the back of the head using his shield, knocking him out. Parker dragged the German and placed next to his friend. Steven used hand signals to have his men enter the hallway.

Deep inside the building, Madame Hydra was consulting with some scientists. In a cage was a lonely man, whimpering and very nervous. She bent over to look at the creepy man. Her smile was evil and vile like a snake. Aside from being evil, Madame Hydra was also a skilled fighter, outmatching Tumbler with her quick style, fierce attacks, and devilish stamina.

"Men, who do we have here?"

"An American Madame. A most crafty creature indeed." answered a scientist.

"I meant his name you worm!" she shouted as a pointed reptilian tongue came out of her mouth.

"Oh, umm... Edward Whelan, a low ranking soldier for the Allies."

"When was he caught?"

"A few days ago. You instructed us to perform experiments on him and they worked to a certain extent."

"Oh? How so?"

"Well Madame, he is beginning to show signs of change. His teeth are sharpening, his nails and becoming sharp, and so on."

"So, this... Vermin is coming along splendidly. I shall report to Schmidt when my other work is done." With that, she left the room, leaving a terrible fate for the American soldier.

As the group surveyed the first floor, Peggy noticed a room up ahead and it had at least five guys inside, drinking beer and talking in German. Steven smiled and advised them to stay out. In fact, that room held information about what HYDRA was planning and might give details to who Johann Schmidt truly was.

It didn't take long for Steven to pummel every guy in the room, securing the papers and documents. As the rest of them looked over the room, Peggy noticed a map hanging on the wall. Examining it, it showed a map of Germany and specific places marked with a flag.

"Steven, come here." she said. Steven came over and looked at the map. "What do you think it means?"

"I think H.Y.D.R.A. is doing more than experimenting."

"I agree, but what is Schmidt up to?"

"We'll hopefully find out soon enough. Boys, let's head upstairs. We got lots more to explore. Secure those documents and lets go."

Parker stuffed the papers in his backpack and the group left the room and found a staircase with a plaque indicating the name of the floor. An arrow pointed up and said: _Experimental Labs. _Nodding to his soldiers, they began to run up the stairs, being alert to any soldiers that might be around the corner of the quiet and creepy building.

The sounds of heels tapping the floor were heard as Madame Hydra walked the halls of their minor base. Beside her was a younger version of her. The same green hair, equal in length, boots, a long black coat, and an equally vicious expression on her face.

"Viper, you have been given extraordinary gifts and I advise you not to waste them." said Madame Hydra.

"Mother, these gifts will ensure victory in this war! I shall use them to kill any Americans I come across!"

"Do not underestimate them. They are skilled and powerful."

"If you're referring to the failure of Tumbler, you have something to learn."

"Watch your tongue daughter!"

"All I'm saying is that if a mutated human like Tumbler can lose to an American, imagine what he'll do to us... to _Herr_ Schmidt."

"He will kill any American that dares cross our path. Plus, he has other plans for the Americans."

"If you say so. Truth be told Mother, I believe _Herr_ Schmidt is much to cocky." Madame Hydra slapped her daughter across the face, leaving a bright red mark.

"Silence! You will not speak ill about him again! Understand?!"

"Mother, you hit me! Your own daughter!"

"I'll do it again should you insult _Herr_ Schmidt again!"

"Do I sense a feeling of love Mother?"

"What are you talking about Viper?"

"You love him don't you mother?"

"I... uh..." Madame Hydra was speechless. She sighed before long and decided to admit something to Viper.

"Daughter, _Herr_ Schmidt is a different person than you realize."

"How so?"

"Johann Schmidt is your biological father."

"What?" she said. "WHAT?!"

"Yes. It was before the war that we met. As Hitler was getting into power, me and Johann had a romance. He made me feel loved, made me feel powerful. We married a year later and had you. When I told him I was a mutant, he was disgusted. He threatened to drown you, but I swore loyalty to him in exchange for your life. Now, I am second in command to him and he has promised to show no fatherly affections to you."

"Mother, I had no idea. Why didn't you tell me before?"

"I was scared. Scared he would find out and kill us both."

"Do you still love him?"

"Ever since he became one of Hitlers right hands, he has distanced himself, but we have to occasional talk and that love does show up once or twice. He hasn't kissed me since our wedding day. In a way, we are still married, but he denies it."

"You're loyal until the end?"

"Until this war is over then we may be together again. A proper family."

"Does he know I too am a mutant?"

"Yes. I told him after I told him I was. We should stop talking. He has ears everywhere."

"Of course Mother."

*I decided to add something such as Madame Hydra being a separate character and Viper being the one from the comics, hinting the Serpent Squad. Also, I know Red Skull being the dad of Viper is weird, but I wanted to add new things along with old things to my Marvel fanfics.


	9. Chapter 9 - Vermin

Chapter 9: Vermin

The halls upstairs were quiet, too quiet. Steven led the group further until they came upon another room. This room held the captive American, who was slowly turning into a monster. Peeking inside, Steven saw something he hoped to avoid seeing: blood. Stepping inside, they noticed blood was everywhere, the bodies of dead scientists laid on the floor. Parker crouched near one and noticed that some of them looked like they had been eaten by something.

"Preposterous Parker!" said Peggy. Her words were turned around as she looked at the wounds of the corpses. "What could do such a thing?"

Steve ignored what she said because his eyes were transfixed on a cage that was covered in blood and appeared to be forced open. The bars were bent and the top was crushed. Claw marks were seen on the walls and they didn't look friendly. Scouring the room, they came upon a gruesome sight. A man looking disfigured was eating the organs of a scientist. The soldiers raised their guns as Steve stepped forward. The monstrosity looked up at them.

"Edward? Edward is that you?" asked Parker. It looked up and stood up.

"Not... Edward!" it yelled. "VERMIN!"

As soon as he said that, he began to yell in pain as his transformation began to near completion. Buck teeth came from his mouth as well as tiny sharp teeth. A long rat tail came from his behind, dragging on the floor. His feet became longer and sported sharp toe nails. Before long, a ripped shirt was all he wore as the complexity of his body was that of a rat. His hand leaned against the wall and he moved it down, causing a screech as he made another mark on the wall.

"What in Gods name?" whispered Steven.

The creature roared loudly and left the room, disappearing into the dark halls beyond. A few floors above, Madame Hydra smiled evilly as she heard the roar of Vermin echo through the base. Viper was confused as to what made that sound, but her mother assured her that it was nothing to fear.

"My dear, that was the sound of our victory in this war."

Steven got a hold of himself. Looking to his men, they too were in awe about what they had just witnessed. Peggy wasn't as concerned because she was loading up her gun and decided to charge out of the room. Steven followed her as did his men. He stopped her in the hallway and she looked mighty upset.

"Peggy, what's wrong?"

"Just upset that low life scientists can do this. Create abominations like that... thing!"

"I understand. What we must do now is track it down and kill it before it's unleashed into the world."

"I agree Steven. Let's go."

"Does anyone have any cheese?" asked Parker.

"Parker?" asked Steven.

"Yes Captain?"

"Shut up."

Steven quickly ran to the door and looked out. In the distance, he could hear men yelling and the screech of a monster. He gulped hard knowing that this was a real test of his new power. Tumbler was just the warm up round. Using some finger commands, he ordered his men to secure the hallway while him and Peggy stayed behind.

"Any ideas on how we stop that thing?" she asked him.

"It's a giant rat Peggy. Can't be that difficult."

The team began walking into the darkness of the hallway, unaware they were being watched by the monstrous creation that H.Y.D.R.A. Made. A lone Private in the back, Private Solomon, was shaking heavily, scared of what was to come. Captain America had his shield out, ready to defend himself by any means necessary.

"Guys?" whispered Solomon. "I can't se-" he vanished mighty quickly. The others turned around and saw that Solomon dropped his gun and was gone.

"Solomon?" said Parker. "Captain Rogers! Solomon is gone!"

"Keep your eyes peeled men! Vermin could be anywhere!" shouted Steven.

All of a sudden, there was a sound of a heavy object falling to the ground. Steven aimed a flashlight at the ground and it was Solomon. His neck had been chewed apart, nearly separating his head from his body. Blood was dripping from the ceiling, which caused Steve to aim the light upward. Vermin was chewing human flesh and had bloodied teeth and a hungry look upon his face. It screeched at them and dropped to the ground, rising slowly , showing its teeth and claws.

"What an ugly thing!" shrieked Peggy.

"Peggy, men, go on ahead. I'll handle this... Vermin." Peggy nodded and commanded the soldiers to join her on ahead. "I'll meet you on the roof later on."

"Careful Steven." she ran up to him and kissed him on his cheek, causing him to blush. After she was done, she and the soldiers ran off into the darkness while Steven faced the mutant creature. His shield was ready and so was his spirit.

"Come on you disgusting thing! Come at me!"

Vermin screeched at him and charged. His claw rose up and he swung. Steven blocked it with his arm, but the claws went through his suit and he saw three claw marks on his skin and he was bleeding. He let it go and threw his shield at the monster. It hit it square in the face, causing it to bounce back and fall. The shield ricochet off the wall and made its way back to him like a boomerang. The creature groaned as it rose up, making it more angry.

"Is that all the little mouse has got?" smirked Steven.

Vermin charged again, eager to kill its prey. Steven held up his shield, ready to guard. A gun shot was heard, but he didn't know where. Vermin was stopped in his tracks. It stood firm like a statue for a few seconds. After near half a minute, it fell to the floor, a gun shot wound in the back of its head. Purple blood oozed from its head and looked gross. Steven looked up from it and saw a woman in a long black coat and bright green hair.

"My, my... this experiment was about to go on a rampage. That did not do at all." said the woman.

"Who are you?" yelled Steven as she put her gun away.

"You may call me Viper, Captain. And trust me when I say, the name DOES have some meaning."

"Why'd you kill it?"

"It was a failed experiment. Tumbler was more successful than that... monstrosity."

"Tumbler? You're with H.Y.D.R.A.?"

"Indeed. Now, I have no time for chatter. I have to go. See you later." she said as she blew him a kiss.

Viper began running off with Steven chasing after her. Using her ninja like skills, she traveled the staircases quickly, causing Steven to lose her a few times. As he followed her, Steven knew that she was leading him to a trap. He was more than happy to spring the trap. When they got to the last floor, she charged through the door, leading to the roof.

A helicopter was waiting for her as was her mother. Steven watched as Viper talked to her and the mother gave him a upset look. The green haired girl went into the helicopter and waited. Madame Hydra walked forward, removing her coat to reveal stealth clothing and the same long green hair.

"Who are you?" asked Steven.

"I am Madame Hydra!" she yelled. "The ruler of H.Y.D.R.A.! Face me if you dare, Captaim America!"


	10. Chapter 10 - Madame Hydra

Chapter 10: Madame Hydra

"Do you think I'm scared of you, you witch!?"

"You should be dear Captain. I move like a Cobra and bite like a Rattlesnake. No one has ever survived my onslaught."

"Well, I'll be the first. If I can take down Tumbler, I can certainly take down you!" he said as he charged.

Madame Hydra moved a strand of hair out of the way and laughed at him. When he was in range, she quickly moved like a ninja and elbowed Steven right in the back, causing him to fall to his knees. Moving more hair out of the way, she grinned at his foolish attempt.

"Bow to H.Y.D.R.A. It'll make your death more amusing." Steven smirked.

"Not today!" he said as he low kicked her, causing her to fall to the ground. She was completely caught off guard and shocked. "Always be on guard, you witch." laughed Steven.

"Indeed." she said as she got up. "Cockiness can get one killed in the heat of battle. I learned that the hard way."

She pulled out a long dagger and stood ready. Quickly, she started swinging the small weapon at him. Steven blocked every hit with his shield, which proved to be very effective. After nearly fifteen slashes from the dagger, he swung his shield at her, hitting her in the face. It pushed her back a little bit and made Madame Hydra wipe a small bit of blood off her lip.

"You actually made me bleed!" she yelled at him. "Prepare to die!"

With more swings, she slashed at him, but they were pointless. Blocking with his shield, he waited until she was getting tired and sucker punched her with all his might. The woman was on her knees, looking up at the heroic warrior.

"Go on, kill me! You'll be doing me a favor!"

"MOTHER! QUICKLY!" yelled Viper.

"You don't deserve it. When the war ends, you'll get whats coming to you. I almost feel sorry for you Madame Hydra."

In the quickest move, the vile woman threw a flash bomb to the ground, blinding him as she made her getaway. He heard the helicopter take off moments later and was coughing crazily. When it cleared, the copter was far in the distance, but he swore he could have heard the evil leader laughing. As he came to his senses, the doors opened and Peggy plus his men came through. She stopped whens he saw the last bits of smoke clear.

"Steven, what happened?"

"Madame Hydra. I fought her."

"Is she dead?"

"No. She got away along with her daughter."

"Daughter? She has a daughter?!" she yelled.

"Yeah, she does. Find anything?"

"Other than smelling Vermin's rotting flesh? No. Clean up team should be here within the hour. We should head back to base. Patton is waiting."

"Right," said Steven, still thinking about Madame Hydra and who she exactly was.

That evening, Steven was back at the base, still remembering the events of the day. He wondered why H.Y.D.R.A. was doing monstrous experiments and who Madame Hydra was. As he began to drift off to sleep, Peggy came in holding a pencil and clipboard.

"Hey Peggy. What's up?"

"Nothing, nothing. Just, umm... wanted to see how you were doing."

"I'm fine Peg. Speak with Patton yet?"

"Yes and he wants us in the meeting room tomorrow morning."

"Fun. Is Stark gonna be there?"

"No. This is just for military."

"Oh," he said. "Can you tell me now?"

"Tell you what Steven?"

"Who this organization is that you work for."

"Strategic Homeland Intervention Enforcement and Logistics Division."

"The what?"

"Call us S.H.I.E.L.D."

"That was quite a mouthful."

"We get that. The President approved of it a few years ago as long as his friend Commander Fury was in charge. Even though he has a son, the Commander puts his duties first."

"Must be fun with his family."

"Not really. What S.H.I.E.L.D. does is monitor super powered beings on Earth. We hope to expand it to the entire solar system, maybe even the universe one day."

"Sounds fun. And you work for it?"

"Yep. I was one of the first Agents recruited for S.H.I.E.L.D. Been at it for a year now. I was sent to secure and observe the Super Soldier Serum, along with the guinea pig. So you're stuck with me."

"Rather have you then a bunch of nosy scientists around." Peggy chuckled at his joke.

At that moment, Steve stretched his arms and said he was tired and needed rest. Peggy smiled, nodded, and left while wishing him a good nights rest. The next morning, Steve awoke to the sound of Peggy blowing a whistle. He was frightened, even falling out of his bed.

"Get up Rogers!" she yelled.

"Peggy, what the hell?!" he said as he moved the sheets from his face.

"General Patton wishes to see us and this was the only way I could wake you. For being a 'Super' soldier, you sleep rather deeply."

"Alright, I'm up!" he said as he quickly grabbed his clothes.

It didn't take long for him to get his gear and exit the room with Peggy. He wore some normal clothes while having his shield equipped onto his back and his costume in a separate bag. In the next half hour, they arrived at the base where Patton was looking as scruffy as ever. They both saluted him and vice versa. They sat down at the table and listened as he spoke. There was other military officials there along with the Secretary of Defense.

"Okay, from the events of yesterday, we now know that H.Y.D.R.A. has been doing experiments on humans. Thanks to Captain Rogers, Agent Carter, and a few other men, we were able to investigate the building after S.H.I.E.L.D. got through it. Cap?" Steve cleared his throat.

"The assault on the compound wasn't bad. We eliminated a few soldiers, but it didn't get freaky until we got inside. One of our own soldiers was being held hostage there, but it wasn't a normal hostage situation."

"How so Rogers?" asked the Secretary of Defense.

"He, like Tumbler, was a pawn used by H.Y.D.R.A., but this one went bad. We watched our old friend transform into a giant rat." A few Generals laughed. "I'm serious!"

"He is being truthful sirs." said Peggy. "I was there and saw private Solomon get killed by that disgusting... Vermin."

"Thank you Agent Cater," intervened Patton. "Captain, please continue."

"While Peggy and the others went on ahead, I stayed behind to deal with Vermin. It wasn't long, mainly because as it came at me, it was shot in the head from behind."

"By?" asked a General.

"She called herself Viper. I chased her all the way to the roof, eventually leading to a confrontation with her mother, Madame Hydra."

"Madame Hydra?!" yelled Patton. "I didn't know she had a daughter."

"Indeed," said another General. "Once we find her hideout, we can issue some soldiers to go and kill her."

"Not necessarily sir." said Steven.

"Oh?"

"She is not what she seems. She was trained. Her moves are quick and deadly. I did get the best of her, but that was because she was cocky in her own abilities. I'm sure she isn't gonna rest until I die."

"I understand completely Captain."

"You do sir?" he asked, shocked.

"Yes... I understand that there is something very wrong with you! A woman like that isn't 'dangerous' as you claim. She is a woman! She can't fight, plus I don't understand why she is even involved in the war. Tonight, we will pinpoint her lair and send in Team Six to eradicate her."

"Sir!" yelled Steven as he stood up. The General stood up as well.

"Soldier! You are just an experiment! All the good that comes from you came out of a bottle! Erskine was a fool and his guinea pig is a fool as well! You will stand down and await further orders. Is that clear?"

"If you send in soldiers to her hideout, they will get captured. Or worse... KILLED!"

"A temporary lose to ensure her whereabouts." he smirked.

Steven had the last straw. Instead of taking his anger out on his superior, he moved the chair out of the way, knocking it over as he stormed out of the room. The gloating General walked out as well, his head raised high and comfortable about sacrificing a few soldiers. Peggy looked to Patton.

"Sir? Why was Steven all concerned?"

"Team Six is led by his friend."

"Who?"

"Sergeant James Barnes."


	11. Chapter 11 - Dugan's Plan

Chapter 11: Dugan's Plan

A week passed before Steven got news. Peggy stormed into the mess hall, sat down with him and handed him some papers. After was finished reading it, he slammed it down, getting the attention of a few other people. Peggy rested her hand on his, calming him down just a little bit.

"I know he was your friend Steven. Patton told me after you stormed out."

"I told him that sending in the team was stupid! Where is he?"

"In his office in Washington. Why?"

"Lucky he isn't here. I'd probably kill him if I saw him."

"Steven!"

"I would Peggy! He sent my friend into enemy territory to die!"

"I understand that, but you would receive punishments worse then death."

"I don't care. Plus, they wouldn't just kill off me. I'm their 'experiment' and I have proven to be effective."

"True, bu-"

"Hey you two!" said Dugan as he dropped by and joined them. "Whatcha talkin' about?"

"Nothing," said Steven. "You?"

"Well, I came over here ta give you youngins a proposition."

"Proposition?" asked Peggy.

"Yeah. Come by the meeting room tonight at around nine."

"Why so secret?" asked Steven.

"We got our reason. Nine. Tonight."

Dugan got up and left, leaving Peggy and Steve wondering what was going on at nine that night. That afternoon, Peggy decided she wanted to know the real Steve. The Steve that was a guinea pig to the Super Soldier Serum. She sat him down on a couch in the base's lobby. Surprisingly, they were alone and isolated.

"Steven, may I ask you something?"

"Sure,"

"What was... your childhood like?"

"My childhood? I was always the small fry. Got picked on, started fights. It wasn't the best time of my life."

"How about your love life?"

"Lost my virginity at age 17 to a band girl. Haven't had any of it since. Hell, I've only had a few girlfriends."

"And your last one?"

"Laura. She dumped me for a boxer."

"I'm sorry to hear that. How long did you two last?"

"Few years. We never even kissed."

"Well Steve, I can safely say that there is one difference between her and me."

"What's tha-" he was stopped by Peggy's lips locking with his. It lasted for only a few seconds, but he enjoyed every minute of it. She moved back and smiled at him.

"The difference is that I kissed you when she didn't." said Peggy.

"I... I-" her finger shut his mouth.

"Don't say anything Steven. I like you. I really do. Laura didn't know what she had until it was too late. In fact, I don't feel sorry for her."

"Why? I was a skinny wimp back then."

"I'd like you if you were skinny, fat, or transparent. I look at the man himself, not what he looks like. His insides are what counts Steven."

"Thanks Peggy. I needed that." he smiled.

"No problem."

For Steven, nighttime came far too quickly. He and Peggy gathered their wits and proceeded to the location Dugan had told them about. Inside the location, there was Dugan, General Patton, Parker, and a few other people. Dugan laughed hysterically, pleased that the two had made it.

"Rogers! Carter! Glad ya could make it! Come, sit, sit!" When the two were sat, Dugan began. "Okay, I'm pretty sure you wanna know why y'all are here, right?"

"I know I am." said Steven. A few people laughed.

"Now, we all know the moment that the punk General gave Steven a few days ago. Well, I have a plan."

"Let us hear it." said Peggy.

"I have spoken with Patton, and he agrees. We are going head first into Madame Hydra's HQ."

"You know its location?" asked a soldier.

"Indeed," said Patton. "It is in South Berlin, occupied by dozens of H.Y.D.R.A soldiers. Our intelligence also says that Schmidt will be overlooking her progress tomorrow afternoon. This also happens to be the location of Team Six."

"Bucky?!" yelled Steven.

"Correct," said Dugan. "With Cap at the lead, we go in, take back our men, stop Schmidt and H.Y.D.R.A., and hopefully end this war sooner."

"But we don't even know the layout of the place!" yelled Peggy.

"And what that witch is even planning!" said Steven.

"The Madame is planning more experiments. Rumor has it she experimented on her own daughter and a few of her friends. We don't know the full scale perimeter, but with Cap, we won't need it." said Patton.

"Thanks for the vote of confidence." said Steven.

"What about an escape plan should we succeed?" suggested Peggy.

"We got that covered." said Dugan. "We got Stark and a few tech supported jets that are gonna come and blow the place up... once you all have evacuated."

"To?"

"The roof, where a helicopter is gonna take you away so that the bombers can do their job."

"Sounds fun." said Steven. "Do you know what her forces are like?"

"We know that her and Viper are currently on location, along with Schmidt. Appears that many H.Y.D.R.A. forces were sent away, but they still got a handful of soldiers."

"General, when do we leave?" asked Steven as he looked to his commanding officer.

"Tomorrow afternoon when Schmidt is gonna be there." said Patton.

"Good. How many of us are going in?"

"All of us, plus any soldiers willing to help."

The next morning, Patton gathered his soldiers around and asked if any would volunteer to take part in a quest to destroy H.Y.D.R.A., but some were skeptical. Even with that, they had some volunteers. When they were all set, they stood before Patton.

"Soldiers, this mission is gonna be your deadliest yet. With me and Captain Rogers leading you all, there is a high chance of success. Should we succeed, Hitler's nose is gonna be rubbed in the blood of every H.Y.D.R.A. soldier allied with him. Who's with me?"

"YEAH!" many of them cheered.

"Let's go!"

When all the men including Patton, Dugan, Steven, and Peggy were loaded into the trucks, they drove off, eager to end H.Y.D.R.A forever. Little did they know, it would start a war with Germany's most evil man... other than Hitler.


	12. Chapter 12 - Infiltration

Within a few hours, the team arrived at the recent hideout of H.Y.D.R.A. Outside, there were a few guards, which didn't pose a problem for Steven. They got out of the truck and its engines stopped. The team went behind the bushes and gazed at the mountain entrance. The mountain itself was very sturdy and could probably survive anything. The three guards didn't seem to notice anything, which was good for the Americans.

"Want me to take them out General?" asked Steven.

"No. There is always a possibility of one retreating and alerting the whole damn base. Parker, Morris, Jameson, you guys take them out at the same time."

The three soldiers got out their rifles, aimed and awaited for the command to shoot. All three had their targets in sight and waited. With a swish of his finger, Patton gave the okay. They shot at exactly the same time and the three guards dropped to the ground, dead. Steven got the okay to go on ahead and went off with Parker, Peggy, and a few others. When they got to the front entrance, he checked every corner to make sure no guards were there.

"All clear!" said Steven, but not too loudly.

All the soldiers, including Patton, ran to the entrance, but didn't know what the code was. In a slight of hand, Steven punched the console, which activated the doors and made them open. Inside, it was dark. Steven could barely see the unopened crates and weapon cases. He had everyone inch in, but slowly. Worried he was gonna set something off, he watched his step every place he went. It wasn't until he reached the door at the end of the hall that he felt something was wrong.

"What is it Steven?" asked Peggy.

"Weird, I thought there would be more guards."

"We were told that the guards would be few cause of them being off elsewhere."

"True, but Schmidt isn't a fool. Even with no guards, he's sure to have set up traps for anyone stupid enough to invade this base."

"Rogers is right." said Patton. "Watch your step folks. No telling what the bloody maniac set up for us."

"How will we locate Team Six?" asked Parker.

"I'll go find them." said Steven. "Don't wanna risk the whole team." before Patton or Peggy could reply, they came face to face with two hallways. "I'll go right. Rest of you go left."

"But what if you encounter guards?" asked a concerned Peggy. "You'll be outnumbered."

"Come on Pegs, I'm Captain America! I can handle a few measly guards."

"Here," she said before she kissed him fully on the lips. She let go a second later and smiled. "For good luck."

"Thanks Peggy." he smiled. Looking at Patton, he showed no emotion.

"I ain't kissin you." said Patton. A few soldiers laughed.

"Hold up there!" shouted Dugan. He rushed up to them and displayed a map of the building. "I been readin the map and I think its good that Rogers is going that way. Along the way, take these," he handed Steven some detonators. "and blow the main reactor. They are set off to go boom in five minutes, so it should give us all some time to get out."

"Right. Thanks Dugan. Peggy, General," he nodded before he ran off alone.

The hallways were quiet, especially when he turned and saw the team was gone, vanished from his sight. Getting his things straight, he continued on, passing abandoned labs and offices. Before he came to a corner, he sidled on a wall and looked around the corner. Steven saw a soldier with his back turned and he was mumbling to himself. Captain America inched close to him quietly. When he was right behind him, he grabbed him by the neck and covered his mouth.

"Where are the prisoners?" he asked the soldier. No response. "Where is Team Six?"

"Nein!" said the soldier, from what Steven understood. Steven began choking him tighter.

"Where?!" he demanded. The soldier pointed ahead then moved it right. Pleased with the answer, Steven let him go and punched him with his shield, rendering him unconscious.

Leaving the blacked out soldier behind, he progressed on down the hall and turned right once the hall ended. Going through a door, he saw single cells with soldiers in them. He looked around and quickly saw Bucky. Steven got excited and ran to the cell.

"Bucky!"

"Who are you?" asked Bucky, who was looking dirty and very hungry. Steven took off his mask. "Steven?! What in the name of God?!"

"I'm here to save you guys!"

"What in blazes are you wearing Steven?"

"It's a costume. Ya know when you get experimented on, you gotta protect your identity."

"Very understandable." he said sarcastically.

Steven grabbed the locked and pulled it clean off, opening the door for Bucky. He went around and did the same thing to all the other doors, freeing the other prisoners. They all thanked him for saving them. Bucky patted him on the back as Steven put his mask back on.

"Where is the main reactor?" asked Steven.

"Through there passed the guards." pointed Bucky to the next door.

"Guys have weapons?"

"They are in the massive safe over there." Steven went over and broke the handle on the safe, letting everyone grab their weapons.

When everyone was locked and loaded, Steven waved to them and they followed him through the door, and into a massive room. Towers filled the room, scientists worked tirelessly on the ground floor, Steven and Team Six were high above it, looking down from the railing.

"My God." whispered Bucky. "What is H.Y.D.R.A. planning for us?"

"Which one is the reactor?" asked Steven, who was more focused on the task. Bucky looked around and with luck, he pointed to the console room a few floors above them. "Let's go."

In the above control room, Schmidt and Madame Hydra were talking while overlooking the progress of the factory. Schmidt was in a chair, scratching his head as if his skull was itchy. Madame Hydra was walking around impatiently.

"_Herr_ Schmidt," she started. "What of the pesky Americans?"

"What do you mean, my dear?"

"I am speaking of that Captain America, the result of the Super Soldier Project."

"I would not worry about him. What I have planned for the Allies is nothing compared to what I will do to the Captain if he continues to get in our way."

"What of my daughter? What should she do if she encounter them?"

"I pray she will kill them like all of Germany wants to do." before Schmidt could continue, a German soldier came in.

"_Herr_ Schmidt, my Lady! American forces are in the base!" Madame Hydra looked to Schmidt, who got up slowly. "What shall we do sir?"

"Well first," he said as he got out his pistol and shot the soldier in the head, killing him instantly. "no one interrupts us unless they have my say so. Secondly, the Americans are braver than I first imagined. No doubt Captain America is leading the forces."

"They probably know we have Allied prisoners here."

"No matter, no matter. Even with a few more fighters, the Allies will all die eventually."

"What now _Herr_ Schmidt? Shall we alert the Furor?"

"Why bother him with a minor base? Now, if it was our main headquarters, then we would call him. For now, meet Captain America one floor above. The demise of this base is of no concern of mine. I will go to my helicopter and retreat back to Berlin."

"Of course, _Herr_ Schmidt."

"And have your daughter report to my main base. She will prove useful to me should anything happen."

"What do you mean?"

"Go Madame. Stall him long enough for me to make my escape."

"I shall do as you wish, _Herr_ Schmidt."


	13. Chapter 13 - The Red Skull

As Steven and the other soldiers climbed the stairs, a voice on the intercom came on. He knew that someone saw them or maybe one of the soldiers they knocked out had regained consciousness. Whatever the reason was, Steven knew that the mission was about to get chaotic.

"_Attention, this is Madame Hydra! Be on alert for Americans! They have invaded the base! Repeat, American forces have invaded the base!_"

From down below, the scientists were running away from the area, scared of getting killed. Steven saw Patton, Peggy, and the other Americans storming the factory as they made their way up. Gun shots were heard and he could tell that some scientists were being killed. In a few short seconds, the shots ceased and he could hear Patton ordering the others to secure the area. Steven had Bucky's men go and help Patton while the two went on ahead.

When they reached their destination, they found it unguarded. On the ground was the dead German soldier, shot in the head by Schmidt himself. They ignored the dead man and went to the central computer. Steven looked through it and saw that reactors laid everywhere in the base. Using some crafty finger work, he set the reactors to self destruct in five minutes as Bucky set the detonator. Hitting the Engage button, the reactors began shutting down, causing the base to shake and rumble.

"Bucky, let's head to the roof! Patton said our rendezvous is gonna be there!"

"Right," nodded Bucky.

Going up one more flight, they landed on a floor consisting of steel and I-Beams hanging above them. Below, they could see Patton's group ascending the stairs. Another rumble happened and made Steven loose his balance and he began falling off the edge, but Bucky caught him. Using all his might, he pulled.

"I'm not gonna let go Steve!" Pulling with all his might, he managed to get Steven back onto the floor, hugging his best friend. "That was close. Gotta be more careful man."

"I know. Not used to this kind of thing. Not yet."

"I hear ya. Just last week I wa-" his words were interrupted by a gun shot. Steven turned his head and saw Madame Hydra standing near the exit, holding her gun out with steam oozing from the nose. From his right, he saw Bucky fall to the floor, a bullet hole in the right side of his head. He looked down at his friend, blood spilling out of his head and a dead look upon his face. Steven got to his knees and couldn't believe what had just happened.

"Buck?" he whispered. "Wake up Bucky. WAKE UP!" he held his dead friend and cried heavily as Madame Hydra laughed.

"You shall join him very soon, Captain." Steven looked at her and felt immense levels of rage build up inside him.

"Why?" he cried. "WHY?! HE WAS MY BEST FRIEND!"

"You pesky Americans think you are so impressive. With the help of _Herr _Schmidt and the Furor, we can create a better world with a better race!"

"Screw what your boss or Hitler thinks! I'll pop them both before this war nears its end!"

"You will hold your tongue before talking about the Furor!"

"Make me!" he yelled angrily.

She threw her gun to the side, confident that she could win in a hand to hand match. Her rage was built up as was his, making the forthcoming match one for both of them to remember. Captain America started by throwing his shield at her and charging. She rolled out of the way and let it ricochet off the walls before returning to Steven. He had followed her and quickly planted his returned shield into her face, staggering her back.

"You hit me!"

"Yeah, so?"

"I'm a woman! You don't hit a woman!"

"The rule doesn't apply if you're a villain!" he said as he swung his left fist at her.

She backed off, dodging the hit and striking back with a high kick. It hit Steven in the chest and made him fall back a bit. He regained himself quickly and just in time to block another kick with his shield. Kicking a shield made from Vibranium should've injured her foot, but Madame Hydra didn't show pain.

The match went on for another few minutes before the detonator below triggered and blew the reactor sky high. The explosion caused the whole base to rumble violently, causing some of the I-Beams above to creak. Both combatants were exhausted from their battle, but Madame Hydra seemed to heal faster then Steven.

"I will not lose my life because of you! NEVER!" she yelled at him.

"Oh, but I think you will." said a voice from behind her. She turned and saw Schmidt standing there with a pistol in hand.

"Schmidt!" yelled Steven before throwing his shield at him. He moved his head to the side, but the edge of the shield cut his cheek, but he didn't bleed.

"Well, well... Captain America. Still alive I see."

"You bet I am! Why send your little lackey to kill me? Why not do it yourself?!"

"I will... in due time, but for now, punishments must be done. My dear," he addressed Madame Hydra."

"_Herr_ Schmidt, I apologize!" she pleaded. "If you give me another chance, I will-"

"SILENCE!" he yelled. "You failed to kill him twice. Once made me upset, but twice makes me furious! And you were right a little bit ago."

"My love?"

"You did not die because of him. You died because of me!" he aimed his gun at her and fired two shot. Both shots hit her legs and she screamed in agony as she fell to the ground. Landing on her face, she looked up at Schmidt and held out her hand.

"My love, I..."

"Captain America," he looked to him. "Do you wonder why I did not bleed when your shield pierced my skin?"

"Never crossed my mind." he said sarcastically.

"Well, Dr. Erskine and I used to be allies before the war. We went around the world and explored mythological area. We both believed that across the universe there are items that can make men into gods. We never found one, but I asked him to use his serum on me."

"Serum? The Super Soldier Serum?"

"Nein. This was a serum that would enhance my strength, but only strength. It worked, but had a nasty side effect." he grabbed the base of his skull and began ripping the skin off, disgusting Steven and Madame Hydra. When it was all off, all that remained of his face was a red skull.

"What in the name of God, Schmidt?"

"I am no longer Schmidt!" he said. "I am the Red Skull!"

"Okay Red Skull, how about we end this here and now?"

"Nein, you fool! I have things to do before I kill you. Stand by your Allies and wait for this world to end by the hand of Red Skull!" he left upstairs and quickly disappeared. He went after the maniac, but was stopped by Madame hydra grasping his ankle.

"Please, save me Captain America. Save... me. I must... return... to my... love."

"Why?"

"If you don't, I will die. You wouldn't want to be responsible for my death, would you?"

"I can't kill you... but I don't have to save you."

Running up the stairs, he arrived on the roof, but was too late. Red Skull had escaped in his helicopter and was far from reach. Getting to the edge of the roof, he overlooked the scenery and saw dense jungle waiting for him. That reality came to close as another helicopter came from the side as Patton, Peggy, and the others came up the stairs. She quickly ran over and hugged Steven.

"We thought the worse! What happened?" Steven explained the scene with the rescue, Bucky's death, and the reveal of Red Skull. "Steven, I'm so sorry for your loss."

"It's okay. We have more pressing matters."

"I agree," said Patton. "We now have a more powerful Schmidt to deal with. He goes by Red Skull, correct?"

"Yeah,"

"Well, with you helping us, we'll get him."


	14. Epilogue

In the labs of a highly guarded base, the menacing Red Skull was overlooking the deceased corpse of Bucky. He looked peaceful, but dead. Scientists were around, awaiting Red Skulls wishes. Walking to a window, he looked out and saw his army assembling and being ready for battle.

"Doctors, I have a mission for you. One that will change everything. Reconstruct Mr. Barnes' body."

"Sir?" asked one of them.

"Bring him back to life, but make some changes to his structure."

"Shall we be creative sir?"

"Yes. Once he's brought back, I shall be the only one who can order him around."

"Anything else sir?"

"If he comes back to life and he asks his name, call him Winter Soldier."

"Yes sir."

"And us, H_err_ Schmidt?" asked a feminine voice.

Viper and a few other females approached from the shadows and bowed to him. Standing back up, they awaited Red Skulls words.

"Viper, I have always denied you as my daughter despite that I truly am him. But with your mother dead at the hands of Captain America, I am giving you a special mission to ensure you a spot as my second in command."

"Anything... Father."

"Your mission, along with your Serpent Squad, is to kill Captain America."

"It will be done dearest father." she turned to her allies. "Cobra! Copperhead! Side Winder! Let's kill that infernal Captain America for my mother!"

The four yelled victorious and headed out of the room. When the door shut, Red Skull grinned evilly.

"Now Captain, defeat me if you can."

*This ends Captain America! Hope you liked it and hope you enjoy my next superhero fics! Next up will be The Incredible Hulk, followed by Iron Man: Armor War, then Thor: The Elves Wrath, and finally Captain America: The Soldier's Revenge, also I will post Fantastic Four chapters/stories on occasion since they will be featured in my Avengers story after the trilogies are finished.


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